SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to ___________________
Commission file number 1-10720
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(Title and Address of the Plan)
ILLINOIS CENTRAL CORPORATION
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(Issuer and Address of Principal Executive Offices)
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
/s/ Dale W. Phillips
Dale W. Phillips
Member Administrative Committee
Date: June 26, 1997
2
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
FORM 11-K
Financial Statements and Schedules
Years Ended December 31, 1996 and 1995
F1
ILLINOIS CENTRAL CORPORATION
Supplemental Retirement and Savings Plan
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
Financial Statements and Schedules:
Independent Auditors' Report.......................................F-3
Statements of Financial Position as of
December 31, 1996 and 1995........................................F-4
Statements of Income and Changes in Plan Equity for
the years ended December 31, 1996 and 1995........................F-6
Notes to Financial Statements......................................F-8
Schedule I - Schedule of Assets Held For Investment Purposes
at December 31, 1996..............................................F-13
Schedule II - Schedule of Reportable Transactions for the
year ended December 31, 1996......................................F-14
Exhibit:
Exhibit 23: Independent Auditors' Consent..........................E-1
F2
Independent Auditors' Report
The Administrative Committee
Illinois Central Corporation
Supplemental Retirement and Savings Plan:
We have audited the accompanying statements of financial position of Illinois
Central Corporation Supplemental Retirement and Savings Plan as of December 31,
1996 and 1995, and the related statements of income and changes in plan equity
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Illinois Central Corporation
Supplemental Retirement and Savings Plan as of December 31, 1996 and 1995, and
the results of its operations and the changes in its plan equity for the years
then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions as of and for the year ended
December 31, 1996 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of financial position and the
statements of income and changes in plan equity is presented for purposes of
additional analysis rather than to present the financial position and results of
operations and changes in plan equity of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
June 13, 1997
F3
<TABLE>
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1996
<CAPTION>
INVESTMENT FUNDS
Illinois
Central New
Corp. Perspective Capital American
Total Stock Fund Fund Diversified Fixed Growth Balanced Balanced
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value $ 60,238,857 15,119,520 3,253,211 10,475,177 27,105,898 550,058 1,250,001 2,484,992
Securities sold receivable 241,237 241,237
Dividends receivable 108,125 108,125
Accrued interest receivable 7,084 5 24 5,979 1,049 7 20
Cash and cash equivalents 678,750 655,939 19,454 4 192 3,161
Total assets $ 61,274,053 15,227,650 3,253,235 11,378,332 27,126,401 550,062 1,250,200 2,488,173
Liabilities and Plan Equity:
Liabilities:
Payable for unsettled
trades $ 66,368 40,988 25,380
Total liabilities 66,368 40,988 0 25,380 0 0 0 0
Plan equity 61,207,685 15,186,662 3,253,235 11,352,952 27,126,401 550,062 1,250,200 2,488,173
Total liabilities and
plan equity $ 61,274,053 15,227,650 3,253,235 11,378,332 27,126,401 550,062 1,250,200 2,488,173
See accompanying Notes to Financial Statements.
F-4
</TABLE>
F4
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1996
<TABLE>
Investment Funds
<CAPTION>
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value $52,147,108 10,169,453 2,144,673 8,831,117 28,051,645 2,950,220
Securities sold receivable 1,213 1,213
Dividends receivable 82,969 76,245 6,724
Accrued interest receivable 98,280 11 3,339 94,922 8
Cash and cash equivalents 771,763 1,618 706,591 61,782 1,772
Total assets 53,101,333 10,248,540 2,144,673 9,547,771 28,208,349 2,952,000
Liabilities and Plan Equity:
Liabilities:
Payable for unsettled
trades 53,056 53,056
Total liabilities 53,056 53,056 0 0 0 0 0
Plan equity 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000
Accrued interest receivable 98,280 11 3,339 94,922 8
Total liabilities and
plan equity 53,101,333 10,248,540 2,144,673 0 9,547,771 28,208,349 2,952,000
See accompanying Notes to Financial Statements.
F5
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Investment Funds
Illinois
Central New
Corp. Perspective Capital American
Total Stock Fund Fund Diversified Fixed Growth Balanced Balanced
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 1,024,734 377,030 55,069 571,624 21,011
Interest 1,782,625 1,755 27,074 1,752,112 1,477 207
Net realized gain (loss) 1,718,760 365,374 185,580 775,697 20,852 57,976 313,281
Net unrealized gain (loss) 3,281,463 2,456,649 209,367 627,070 6,335 4,528 (22,486)
7,807,582 3,200,808 450,016 2,001,465 1,752,112 28,664 83,515 291,002
Contributions:
Participants 1,926,414 511,828 154,785 341,529 729,684 9,455 31,886 147,247
Employer 1,125,138 288,166 89,152 215,025 427,185 5,339 17,483 82,788
Rollover 329,176 125,060 58,728 17,998 60,032 17,876 48,178 1,304
3,380,728 925,054 302,665 574,552 1,216,901 32,670 97,547 231,339
Total Additions 11,188,310 4,125,862 752,681 2,576,017 2,969,013 61,334 181,062 522,341
Deductions:
Participants' distributions 2,844,299 232,423 49,294 275,064 2,207,088 31 80,399
Administrative expenses 184,603 19,913 146,654 18,036
Total deductions 3,028,902 232,423 49,294 294,977 2,353,742 0 31 98,435
Interfund transfers: in (out) 0 1,097,739 405,175 (475,859) (1,697,219) 488,728 1,069,169 (887,733)
Net Changes During Period 8,159,408 4,991,178 1,108,562 1,805,181 (1,081,948) 550,062 1,250,200 (463,827)
Plan Equity:
At December 31, 1995 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 0 0 2,952,000
At December 31, 1996 61,207,685 15,186,662 3,253,235 11,352,952 27,126,401 550,062 1,250,200 2,488,173
See accompanying Notes to Financial Statements.
</TABLE>
F-6
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
Investment Funds
<CAPTION>
Illinois
Central New
Corp. Perspective
Total Stock Fund Fund Diversified Fixed Balanced
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends 951,469 269,216 112,431 569,822
Interest 1,843,251 264 45,024 1,797,847 116
Net realized gain (loss) 567,462 219,908 21,702 266,678 59,174
Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311
7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601
Contributions:
Participants 1,714,631 387,851 75,210 323,907 784,001 143,662
Employer 1,066,506 225,929 42,381 211,791 501,866 84,539
Rollover 271,850 96,972 47,051 6,779 82,580 38,468
3,052,987 710,752 164,642 542,477 1,368,447 266,669
Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270
Deductions:
Participants' distributions 3,891,239 274,878 29,993 307,335 3,245,672 33,361
Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700
Total deductions 4,192,741 315,700 32,138 366,315 3,388,527 90,061
Interfund transfers: in (out) 0 109,402 49,617 (398,316) 487,088 (247,791)
Dividends 951,469 269,216 112,431 569,822
Interest 1,843,251 264 45,024 1,797,847 116
Net realized gain (loss) 567,462 219,908 21,702 266,678 59,174
Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311
Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311
7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601
7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601
Contributions:
Participants 1,714,631 387,851 75,210 323,907 784,001 143,662
Employers 1,066,506 225,929 42,381 211,791 501,866 84,539
Rollover 271,850 96,972 47,051 6,779 82,580 38,468
Rollover 271,850 96,972 47,051 6,779 82,580 38,468
3,052,987 710,752 164,642 542,477 1,368,447 266,669
3,052,987 710,752 164,642 542,477 1,368,447 266,669
Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270
Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270
Deductions:
Participants' distributions 3,891,239 274,878 29,993 307,335 3,245,672 33,361
Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700
Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700
Total deductions 4,192,741 315,700 32,138 366,315 3,388,527 90,061
Net Changes During Period 5,984,438 2,681,098 526,940 2,094,127 264,855 417,418
Plan Equity:
At December 31, 1994 47,063,839 7,514,386 1,617,733 7,453,644 27,943,494 2,534,582
At December 31, 1995 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000
See accompanying Notes to Financial Statements.
F-7
</TABLE>
F7
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(1) THE COMPANY
Illinois Central Corporation (the "Company"), a holding company, was
incorporated under the laws of Delaware. The Company, through its
wholly-owned subsidiaries, Illinois Central Railroad Company ("ICRR") and
CCP Holdings, Inc. ("CCPH"), is principally engaged in the rail freight
transportation business. ICRR operates 2,600 miles of main line track
between Chicago and the Gulf of Mexico, primarily transporting chemicals,
grain and milled grain, coal, paper and intermodal commodities. CCPH has
two principal operating subsidiaries - the Chicago Central and Pacific
Railroad ("CCPR") and the Cedar River Railroad ("CRR") - which together
comprise a Class II railroad system operating 850 miles of track. CCPR
operates from Chicago to Omaha, Nebraska, with connecting lines to Cedar
Rapids and Sioux City, Iowa. CRR runs from Waterloo, Iowa to Albert Lea,
Minnesota. IC Financial Services, the Company's remaining direct
subsidiary, conducts financing operations for railroad equipment and is
the investment vehicle for non-rail related activities including terminal
operations.
(2) DESCRIPTION OF PLAN
The following brief description of the Illinois Central Corporation
Supplemental Retirement and Savings Plan (the Plan) provides only general
information. Participants should refer to the summary plan description for
a more complete description of the Plan's provisions.
GENERAL
The Plan was established effective January 1, 1989. The Plan covers all
full-time, salaried, non-union employees of ICRR and as of January 1,
1997, CCPH, together the "Company." Full-time eligible employees may
participate on the first day of the calendar month coinciding with or next
following the first day of employment. Part-time eligible employees may
participate once they have completed certain employment requirements. A
Yardmaster or Dispatcher employed by the Company is only entitled to
participate with respect to the Employer Supplemental Contributions. This
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants, except Yardmasters and Dispatchers, may elect to make
contributions to the Plan through periodic payroll deductions in amounts
ranging from 2% to 15% of each participant's base salary, in 1%
increments. The total pre-tax contributions by a participant are limited
to the lesser of $9,500 and $9,240 in 1996 and in 1995, respectively
(subject to adjustments to reflect changes in the cost of living pursuant
to Section 402(g) of the Internal Revenue Code)
ILLINOIS CENTRAL
CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
or 15% of the participant's salary during any calendar year. Contributions
to the Plan on behalf of the participants are made by the Company in lieu
of an equal amount of salary.
The Company contributes an amount equal to 50% of each participant's
contributions up to the first 6% of salary (a maximum Company contribution
of 3% of salary).
In addition, the Company makes supplemental contributions of 2% of salary
on behalf of all eligible employees of the Company including Yardmasters
and Dispatchers, whether they contribute to the Plan or not.
INVESTMENT OF CONTRIBUTIONS
The Plan permits participants to invest their own contributions, the
Company's matching and the supplemental contributions in the following
investment funds: the Illinois Central Corporation Stock Fund, the New
Perspective Fund, the Diversified Fund, the Fixed Fund, the Capital Growth
Fund, the American Balanced Fund and the Balanced Fund. Participants may
choose to invest in one or more funds in multiples of 10% upon initial
participation. Subsequent changes in funds may be in 1% increments. The
New Perspective Fund invests in an investment fund managed by the American
Funds Group. The Diversified Fund invests in an investment fund managed by
Sirach. The fund is primarily invested in common stocks. The Fixed Fund
invests in the LaSalle National Pooled Investment Fund and until December
31, 1996, annuity contracts issued by John Hancock Mutual Life Insurance
Company. The Capital Growth Fund invests in an investment fund managed by
Pioneer Capital. The American Balanced Fund invests in an investment
fund managed by Capital Research and Development. The Balanced Fund is
managed by Equity Capital Management Corporation and invests in the
Equitable Investment Fund, which invests in common stocks and other
equity- type securities, longer term fixed income securities,
publicly traded debt securities and short term money market instruments.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, all of the Company's contributions, and an allocation of
earnings and expenses. Allocation of each is based on the participant's
account balances at the time of allocation. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
VESTING
Participants are immediately vested 100% in the entire amount in their
account.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive the value of
his or her account in either a lump-sum payment, in annual installments
over a period of up to 15 years, or in the form of an immediate or
deferred annuity.
EXPENSES
Administrative expenses for maintenance of Plan financial records,
participant statements, service fees on insurance contracts, trustee fees,
and accounting fees are paid from Plan assets. All other administrative
expenses of the Plan are paid by the Company.
WITHDRAWALS
In accordance with generally accepted accounting principles, withdrawals
are recorded in the period in which they are paid to participants.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial statements of the Plan are prepared using the accrual basis of
accounting.
Investment are stated at fair value. Quoted market prices are used to
value the stock and mutual funds. The fixed income fund is valued at cost
plus accumulated interest, which approximates market.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
The Plan considers all highly liquid debt instruments purchased with a
maturity of 3 months or less to be cash equivalents.
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and
the reported amounts of income and expense during the reporting period.
Actual results could differ from those estimates.
(4) FEDERAL INCOME TAXES
The Plan has received a favorable determination letter from the Internal
Revenue Service (IRS), dated May 22, 1995, indicating that it is qualified
under Section 401(a) of the Internal Revenue Code and therefore the
related trust is exempt from tax under Section 501(a) of the Code. The
Plan Administrator is not aware of any activity or transactions that may
adversely affect the qualified status of the Plan.
ILLINOIS CENTRAL CORPORATION
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(5) INVESTMENTS
Continental Trust Company, Trustee of the Plan, holds the investments for the
Illinois Central Corporation's Stock Fund and the Diversified Fund. The
Diversified Fund consists of the equities managed by Sirach including the Regis
Fund. The following table presents the fair values of all the Plan's
investments.
December 31, 1996 December 31, 1995
Number Fair Number Fair
of Shares Value of Shares Value
Investments at
Fair Value as
Determined by
Quoted Market Price:
Illinois Central
Corporation
Stock Fund ....... 472,485 $15,119,520 265,002 $10,169,453
Equities in the
Diversified Fund.. 8,365,866 6,596,482
Regis Fund Inc.
Special Equity ... 157,647 2,109,311 143,984 2,234,635
Investments at cost
plus accumulated
interest, which
approximates fair
value:
LaSalle National
Pooled Income Fund.. -- 27,105,898 -- 22,972,815
John Hancock GAC #6096 -- -- -- 5,078,830
Pioneer Capital Growth -- 550,058 -- --
Investments at Fair
Value as Determined
by Estimated Market
Price:
Equitable Balanced Fund 23,527 2,484,992 31,099 2,950,220
New Perspective Fund 179,043 3,253,211 130,932 2,144,673
American Balanced Fund 85,911 1,250,001 -- --
SCHEDULE I
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
PAR VALUE MARKET
ASSET DESCRIPTION /SHARE COST VALUE
ABBOTT LABS COM 50.750 98,291.67 177,625.00
ALLIED SIGNAL INC COM 67.000 132,100.00 207,700.00
AMGEN INC COM 54.375 52,500.00 87,000.00
AMERICAN INTL GROUP INC COM 108.250 181,835.00 238,150.00
ATMEL CORP 33.125 90,735.00 102,687.50
BANKAMERICA CORP COM 99.750 103,940.83 169,575.00
BOSTON SCIENTIFIC CORP COM 60.000 56,680.00 78,000.00
CAPITAL ONE FINL CORP COM 36.000 50,937.50 90,000.00
CARDINAL HEALTH INC COM 58.250 104,195.00 139,800.00
CATERPILLAR INC 75.250 130,357.50 127,925.00
CHASE MANHATTAN CORP NEW 89.375 68,715.00 80,437.50
CISCO SYS INC 63.625 123,770.00 139,975.00
CITICORP COM 103.000 64,939.29 195,700.00
CLOROZ COMPANY COMMON 100.375 58,185.00 60,225.00
COLUMBIA GAS SYSTEM
INCORPORATED COMMON 63.625 118,852.50 120,887.50
COLUMBIA HCA HEALTCARE
CORP COM 40.750 140,595.00 189,487.50
CONAGRA INC COM 49.750 63,734.00 99,500.00
CPC INTL INC COM 77.500 47,320.00 54,250.00
CUC INTL INC COM 24.250 126,300.00 121,250.00
ENRON CORP 43.125 131,702.50 125,062.50
FIRST BK SYS INC COM 68.250 122,962.50 204,750.00
FIRST DATA CORP COM 36.500 68,366.67 146,000.00
FORE SYS INC 32.875 93,762.50 82,187.50
FPL GROUP INC COM 46.000 119,860.00 119,600.00
GENERAL ELEC CO COM 98.875 190,960.00 316,400.00
GILLETTE CO COM 77.750 79,192.70 147,725.00
HALLIBURTON CO COM 60.250 81,242.74 138,575.00
HEWLETT PACKARD COM 50.250 76,565.36 115,575.00
HOME DEPOT INC COM 50.125 169,120.00 160,400.00
HONEYWELL INCORPORATED COM 65.750 123,702.50 124,925.00
HOUSEHOLD INTL COM 92.250 72,090.00 83,025.00
LUCENT TECHNOLOGIES INC 46.250 100,562.50 115,625.00
MARRIOTT INTL INC COM 55.250 154,602.50 215,475.00
MERCK & CO INC COM 79.625 55,875.00 119,437.50
MERRILL LYNCH & CO INC 81.500 92,116.32 114,100.00
MGIC INVT CORP WIS COM 76.000 96,112.50 174,800.00
MICROSOFT CORP 82.625 66,600.00 264,400.00
MOBIL CORP COM 122.250 190,932.50 207,825.00
ORACLE CORPORATION 41.750 94,111.88 118,987.50
PARAMETRIC TECHNOLOGY CORP COM 51.375 65,780.00 66,787.50
PFIZER INC COM 83.000 85,026.76 141,100.00
POTASH CORP SASK INC COM 85.000 127,142.50 153,000.00
PRAXAIR INC COM 46.125 56,700.00 129,150.00
PRICE / COSTCO INC COM 25.125 92,750.00 125,625.00
PROCTER & GAMBLE CO COM 107.625 51,243.75 96,862.50
SAFEWAY INC COM NEW 42.750 121,432.50 222,300.00
SABRE GROUP HOLDINGS INC 27.875 74,520.00 75,262.50
SCHERING PLOUGH CORP COM 64.750 53,442.86 103,600.00
SERVICE CORP INTERNATIONAL 28.000 63,745.00 61,600.00
STAPLES INC 18.062 74,370.00 66,829.40
SUNAMERICA INC 44.625 50,985.00 98,175.00
TENET HEALTHCARE CORP COM 21.875 136,450.00 142,187.50
THERMO ELECTRON CORP 41.250 155,252.50 160,875.00
TIDEWATER INC 45.250 58,607.50 76,925.00
TRAVELERS GROUP INC COM 45.375 123,255.00 163,350.00
TYCO INTERNATIONAL LTD 52.875 73,815.00 100,462.50
UNITED STATES FILTER CORP NEW 31.750 126,290.00 123,825.00
UNITED WASTE SYS INC COMW 34.375 57,005.00 89,375.00
UNUM CORP 72.250 64,350.00 72,250.00
WALGREEN CO COM 40.250 76,073.80 120,750.00
WASHINGTON FED INC COM 26.500 108,469.80 136,713.50
WILLIAMS COS INC COM 37.500 121,755.00 185,625.00
WORLDCOM INC GA COM 26.062 67,425.00 78,186.00
TOTAL EQUITIES / SIRACH 6,080,310.93 8,365,866.40
AMERICAN FUNDS / BALANCED
FUND 14.550 1,245,472.59 1,250,001.14
AMERICAN FUNDS /
NEW PERSPECTIVE 18.170 2,876,915.35 3,253,210.84
EQUITABLE FDS BALANCED FD 105.624 1,811,149.34 2,484,991.87
PIONEER CAPITAL GROWTH FUND 19.920 543,723.81 550,058.45
REGIS FD INC SPL EQUITY
PORTFOLIO 13.380 1,264,928.00 2,109,311.00
LASALLE NATL POOLED INCOME PLUS
FUND 1.000 27,105,898.48 27,105,898.48
ILLINOIS CENTRAL CORP COMMON 32.000 9,760,963.93 15,119,520.00
44,609,051.50 51,872,991.78
TOTAL INVESTMENTS 50,689,362.43 60,238,858.18
TEMPORARY CASH INVESTMENTS 678,750.00 678,750.00
$ 51,368,112.43 $ 60,917,608.18
SEE ACCOMPANYING INDEPENDENT AUDITORS' REPORT.
SCHEDULE II
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
Individual Transactions in excess of 5% of Plan assets
Sales/Purchase Net/Gain Current
Security Description Price Expenses Cost Loss Value
Sales
John Hancock
GAC #6096 5,437,384 0 5,437,384 0 5,437,384
Purchases
LaSalle National
Pooled
Income Plus 5,437,717 0 5,437,717 0 5,437,717
Series of Transactions in excess of 5% of Plan assets
Sales
John Hancock
GAC #6096 5,437,384 0 5,437,384 0 5,437,384
LaSalle National
Pooled
Income Plus 4,634,467 0 4,634,467 0 4,634,467
Cash & cash
equivalents 14,615,200 0 14,615,200 0 14,615,000
Purchases
Illinois Central Corp.
Common Stock 3,265,567 2,064 3,267,631 0 3,267,631
LaSalle National Pooled
Income Plus 8,767,549 0 8,767,549 0 8,767,549
Cash & cash
equivalents 15,290,592 0 15,290,592 0 15,290,592
See accompanying independent
auditors' report.
Exhibit 23
Independent Auditors' Consent
The Board of Directors
Illinois Central Corporation:
We consent to incorporation by reference in Registration Statement No. 33-36765
on Form S-8 of Illinois Central Corporation of our report dated June 13, 1997,
relating to the statements of financial position of Illinois Central Corporation
Supplemental Retirement and Savings Plan as of December 31, 1996 and 1995, and
the related statements of income and changes in plan equity for the years then
ended, and all related schedules, which report appears in the December 31, 1996
annual report on Form 11-K of Illinois Central Corporation Supplemental
Retirement and Savings Plan.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 26, 1997
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